Ann: WAV/RULE: NTL: NTL - Application for a Waive

• Release Date: 06/09/13 10:44
• Summary: WAV/RULE: NTL: NTL - Application for a Waiver from Listing Rule 7.10.10
• Price Sensitive: No
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NTL
06/09/2013 08:44
WAV/RULE

REL: 0844 HRS New Talisman Gold Mines Limited

WAV/RULE: NTL: NTL - Application for a Waiver from Listing Rule 7.10.10

Background

1. New Talisman Gold Mines Limited ("NTL") is a New Zealand incorporated
Listed Issuer with ordinary shares Quoted on the NZX Main Board. NTL's
ordinary shares are also Quoted on the ASX.

2. Following completion of the pre-feasibility study this year, NTL requires
further funding to complete the feasibility study and associated preparatory
work for reopening the Talisman Mine. NTL proposes to undertake a share
purchase plan ("SPP") to raise up to approximately $1.5 million to part fund
its development activities (the "NTL SPP").

3. NZSX Listing Rule ("Rule") 7.10.10 requires Issuers to provide an Appendix
7 to NZX Limited ("NZX") at least five Business Days prior to the Ex Date to
determine entitlements. Accordingly, the Record Date in respect of a SPP must
be at least seven Business Days after the Issuer notifies NZX of the SPP in
the form of an Appendix 7.

4. Under the ASX Listing Rules, the Record Date for a SPP must be the
Business Day before an Issuer notifies ASX of the SPP.

5. Due to the conflicting timetable requirements, NTL is unable to comply
with both the Rules and the ASX Listing Rules in respect of the NTL SPP.

Application

6. NTL has applied to NZX Regulation ("NZXR") for a waiver from Rule 7.10.10,
so that it may set the Record Date in respect of the NTL SPP as the Business
Day before an Appendix 7 relating to the NTL SPP is provided to NZX.

7. In support of its application NTL makes the following submissions:

a. There is no compelling policy reason for providing advance notice of the
Record Date for the NTL SPP. The policy behind Rule 7.10.10 is to provide
advance notice to the market of a rights issue, such that it can be "priced"
by the market and the market can determine whether to trade in or out of the
relevant stock by the Record Date. However, the NZX Guidance Note relating to
SPPs dated 1 May 2007 recognises that "the offer under a Share Purchase Plan
is not pro-rata and so may not be "priced" by the market into the price of
the existing shares to the same extent as a rights issue... the market does
not require, in the context of an SPP, time to "price" any payment,
distribution or right". This is particularly true of the NTL SPP which is
expected to be of a relatively modest size, and on that basis is not expected
to have any material impact on the overall pricing of NTL's shares;
b. The ASX Listing Rules did not previously stipulate any timetable
requirements for SPPs. Accordingly, NZX Main Board Listed Issuers who were
also listed on the ASX, were able to complete SPPs without the need for any
waivers. However, in June 2010, the ASX amended its rules to impose timetable
requirements on SPPs. Under these revisions, the Record Date for an SPP must
be "1 Business Day before the entity announces [the] security purchase plan"
(ASX Listing Rule 7.40 and Appendix 7A);
c. Following those amendments to the ASX Listing Rules, there is an
irreconcilable conflict between the Rules and the ASX Listing Rules, which
means that an NZX Main Board Listed Issuer that is also listed on the ASX is
not able to comply with the Record Date requirements of both exchanges;
d. In its consultation paper relating to its amendments to the SPP Record
Date requirements, ASX noted that requiring the Record Date to be backdated
to the Business Day before the announcement date of an SPP "will not detract
from the underlying principle of the SPP, of providing long-term shareholders
the opportunity to purchase at no brokerage, and possibly at a discount to
the market price, as a reward for their loyalty";
e. One of the principal reasons why ASX accelerated the Record Date for SPPs
was that they had received a number of complaints that having a Record Date
post announcement could contribute to a disorderly market by incentivising
short selling and delayed settlements by sellers who wished to remain on the
register as at the Record Date so as to be eligible to participate in a SPP;

f. If the Record Date for the NTL SPP was post announcement, NTL considers
that there would be a possibility that the market could "game" the offer.
Because an SPP is not pro-rata, investors can exploit an SPP by purchasing
the minimum number of shares for the Record Date, subscribing at the
discounted issue price, which is common in SPPs and then trading out of the
stock. Similarly, existing investors could "split" their investment across
different entities so as to be eligible to participate in the SPP multiple
times. It would not be possible to "game" the SPP in this manner, if the
Record Date is the Business Day prior to announcement;
g. NTL shares have been relatively thinly traded in recent times. As such,
granting the waiver should mean that:
(i) long-term shareholders obtain the opportunity to participate in the NTL
SPP; and
(ii) there is no opportunity for third parties who would not otherwise trade
the stock, to "game" the NTL SPP and derive an unwarranted benefit at the
cost of long-term shareholders;
h. If the waiver is not granted, the NZX Main Board and ASX requirements as
to the Record Date are not reconcilable and NTL may not be able to undertake
the NTL SPP. A waiver from Rule 7.10.10 will allow the NTL SPP to be
completed, which NTL considers will be beneficial to its shareholders.

Rule 7.10.10

8. Rule 7.10.10 provides that:

"Where a Rights issue is to be made but Quotation is not sought the Issuer
shall give to NZX forthwith after the decision has been made and at least 5
Business Days before the Ex Date to determine entitlements, on the form in
Appendix 7, full details of the issue, including the nature, entitlement and
timing of the issue of Rights and conversion, pricing, amounts payable and
ranking of Securities for future benefits."

Decision

9. On the basis that the information provided to NZXR is full and accurate in
all material respects, NZXR grants NTL a waiver from Rule 7.10.10, so that it
may set the Record Date in respect of the NTL SPP as the Business Day before
an Appendix 7 relating to the NTL SPP is provided to NZX.
10. The waiver in paragraph 10 is granted on the condition that the Record
Date for the NTL SPP is the Business Day before the Appendix 7 relating to
the NTL SPP is provided to NZX.

Reasons

11. In coming to this decision, NZXR has considered the following matters: ?

a. Following the amendment of the ASX Listing Rules, there is an
irreconcilable difference between the timetabling requirements in the Rules
and the ASX Listing Rules. In the absence of a waiver from either exchange,
NTL, as an NZX Main Board Listed Issuer who is also listed on the ASX, is
unable to raise additional capital by way of a SPP;
b. NTL should not be disadvantaged by being precluded from raising additional
capital through a SPP simply because it is listed on both the ASX and the NZX
Main Board;
c. Neither NTL nor NTL's shareholders will be disadvantaged by NTL conducting
the NTL SPP in accordance with the ASX timetable requirements. Those
timetable requirements are not inconsistent with NZX's policy in respect of
SPPs generally, and are able to be accommodated within NZX's operational
infrastructure; and
d. Requiring the Record Date to be backdated to the Business Day before the
announcement date of an SPP will not detract from the underlying principle of
the SPP, which is to provide long-term shareholders with the opportunity to
purchase shares at no brokerage, and possibly at a discount to the market
price, as a reward for their loyalty.

12. NTL has requested that NZX keep this waiver confidential until such date
as NTL announces the NTL SPP.

13.  In accordance with Footnote 1 to Rule 1.11.2, NZXR grants NTL's request.
End CA:00240793 For:NTL    Type:WAV/RULE   Time:2013-09-06 08:44:06